Deliveries at Closing. This Agreement shall become effective on the --------------------- date that the Lender shall have received each of the following:
(a) the Note, executed by Borrower and dated the Closing Date;
(b) the Guarantees, executed by PMC, PMCIS and PTS, dated the Closing Date;
(c) the Security Agreements, executed by Borrower, PMC, PMCIS and PTS, dated the Closing Date, together with UCC financing statements;
(d) a certificate, signed by a duly authorized officer of Borrower and PMC, PMCIS and PTS, dated the Closing Date, as to: (i) the incumbency and signature of the officers of Borrower or the Subsidiary, as the case may be, who have signed or will sign this Agreement and the other Credit Documents to which it is a party; (ii) the adoption and continued effect of resolutions of Borrower or the Subsidiary, as the case may be, authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party; and (iii) the accuracy and completeness of attached copies of the articles or certificate of incorporation and bylaws of Borrower or the Subsidiary, as the case may be, as amended to date;
(e) a certificate, signed by a duly authorized officer of Borrower, stating that on the Closing Date, after giving effect to all amounts outstanding hereunder: (i) no Default or Event of Default has occurred and is continuing; and (ii) the representations and warranties contained in this Agreement are true and correct as of such Closing Date;
(f) a certificate of the Colorado Secretary of State of recent date as to the existence and good standing of Borrower, Portfolio Management Consultants, inc. and Portfolio Technology Services, Inc.;
(g) a certificate of the Delaware Secretary of State of recent date as to the existence and good standing of PMC Investment Services, Inc.;
(h) an opinion letter from Holme Xxxxxxx & Xxxx LLP, counsel to Borrower and the Subsidiaries, in substantially the form of Exhibit D attached to this Agreement; and
(i) such additional supporting documents and materials as Lender may reasonably request on or before the Closing Date.
Deliveries at Closing. At the Closing, Seller shall deliver to Buyer:
(a) A special warranty deed (the “Deed”) in form and content reasonably satisfactory to Buyer’s counsel conveying good, indefeasible, marketable and insurable fee simple title to such of the Property as constitutes real property and is capable of being transferred by deed, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions;
(b) A bill of sale with usual warranties conveying good title to the Property;
(c) A non-foreign status affidavit executed by Xxxxxx;
(d) Evidence satisfactory to Buyer of the authority of Seller or anyone executing documents on behalf of Seller to consummate the transactions contemplated herein;
(e) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by Xxxxx and Seller;
(f) A certificate stating that Seller’s representations and warranties set forth in Paragraph 3 are true and correct as of the date of Closing;
(g) A certificate containing the information necessary to complete a 1099-S Form;
(h) Appropriate lien waivers or other appropriate documentation (certified to Buyer and to the Title Company) that is necessary for Buyer to obtain a title insurance policy insuring the Property without exception for construction, mechanic’s, materialman’s or other liens against the Property; and
(i) An affidavit in form reasonably acceptable to the Title Company allowing the title company to remove any exception for parties in possession of the Property from Buyer’s owner’s policy of title insurance to be obtained at Closing;
(j) A statement from Seller certifying that all of the representations and warranties contained in Paragraph 3 of this Agreement are true and correct as of the Closing date.
(k) All other documents necessary to transfer or assign to Buyer any zoning approvals, permits, or other development rights with respect to the Property.
(l) Any other documents reasonably required or customary for closings of the sale of commercial real estate in the Commonwealth of Kentucky.
Deliveries at Closing. At the Closing, (i) Seller shall deliver to Buyer the various certificates, instruments, and documents referred to in §7(a) below, (ii) Buyer will deliver to Seller the various certificates, instruments, and documents referred to in §7(b) below, (iii) Seller will deliver to Buyer newly-issued stock certificates representing all of the Purchased Shares, and (iv) Buyer will deliver to Seller the Purchase Consideration specified in §2(b) above.
Deliveries at Closing. At the Closing:
(a) Dole will deliver or cause to be delivered to ITOCHU,
(i) original stock certificates representing all of the DAL Shares and evidence of ownership representing all of the DPF Interests, in each case endorsed in blank or accompanied by share powers duly endorsed in blank, or accompanied by other duly executed instruments of transfer;
(ii) the Lien Releases required pursuant to Section 5.4;
(iii) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, to the effect that each of the conditions specified in Sections 7.1(a), (b) and (c) is satisfied;
(iv) the Brand Agreement, the Transition Services Agreement, the Supply Agreement, the Occupancy Agreement, the Ship Usage Agreement, the Patent License Agreement and the other Transaction Documents, as duly executed by Dole and the other parties thereto (other than ITOCHU and its Affiliates);
(v) copies of the articles of incorporation or similar organizational document of DAL and DPF certified as of a date not more than ten (10) days prior to the Closing by the Secretary of State (or comparable officer) of the applicable entity’s jurisdiction of formation;
(vi) a certificate, in form and substance reasonably satisfactory to ITOCHU, signed by an officer of Dole and dated as of the Closing Date, certifying that (a) the organizational documents of DAL and DPF provided by Dole pursuant to Section 2.4(v), and (b) any resolutions of the board of directors or other authorizing body (or a duly authorized committee thereof) of DAL and DPF authorizing the transactions contemplated hereby are true and correct and in full force and effect;
(vii) a certificate of non-foreign status from Dole in compliance with Section 1.1445-2(b)(2) of the Treasury Regulations; and
(viii) a certificate in accordance with Treasury Regulations 1.1445-2(c), to the effect that the DAL Shares are not “United States real property interests” and that DAL is not and was not a “United States real property holding corporation” (as defined in Section 897(c)(2) of the Code) during the period specified in Section 897(c)(1)(A)(ii) of the Code.
(b) ITOCHU will deliver to Dole:
(i) a certificate, in form and substance reasonably satisfactory to Dole, signed by an officer of ITOCHU and dated as of the Closing Date, to the effect that each of the conditions specified in Sections 7.2(a) and (b) is satisfied;
(ii) each of the Transaction Documents to which ITOCHU a...
Deliveries at Closing. Subject to the terms and conditions of this Agreement, at the Closing, the following Persons shall deliver or cause to be delivered the following:
(a) Purchaser shall deliver the Purchase Price as follows:
(i) Purchaser shall deliver the Adjustment Escrow Amount to the Escrow Agent by wire transfer of immediately available funds for deposit in the Adjustment Escrow Account in accordance with the terms of the Escrow Agreement;
(ii) Purchaser shall repay, on behalf of the Brand Companies, the Funded Indebtedness outstanding as of the Closing, by wire transfer to the holder(s) thereof, in accordance with the Pay-Off Letters;
(iii) Purchaser shall pay, on behalf of the Brand Companies, the Company Transaction Expenses (other than the Change of Control Payments which are addressed below) not paid by Seller prior to the Closing by wire transfer to the payees thereof, in accordance with the invoices delivered pursuant to Section 8.02(d)(xiii);
(iv) Purchaser shall deliver, on behalf of the Brand Companies, an amount equal to the aggregate amount of Change of Control Payments by wire transfer of immediately available funds directly to the Payroll Provider for payment through a special payroll on the Closing Date (subject to withholding for Taxes, which amounts shall be paid to the Company for disbursement to the applicable taxing authority); and
(v) Purchaser shall deliver to Seller the Net Closing Cash Consideration by wire transfer of immediately available funds to an account or accounts designated by Seller (such designation to occur no less than two Business Days prior to the Closing).
(b) Purchaser shall deliver, or cause to be delivered, to Seller the deliveries set forth in Section 8.03(c) and Section 8.03(d).
(c) Seller shall deliver, or cause to be delivered, to Purchaser the deliveries set forth in Section 8.02(d).
Deliveries at Closing. Buyer shall have delivered or caused to be --------------------- delivered to Sellers the documents, each properly executed and dated as of the Closing Date required pursuant to Section 2.3(b). Buyer shall also have made the payments described in Section 2.2.
Deliveries at Closing. At the Closing, each of the following items shall be delivered:
(a) Sellers shall deliver to Purchaser the following:
(i) certificates evidencing all OVT Shares, duly endorsed for transfer and otherwise in a form suitable for transfer on the books of OVT;
(ii) a certificate of Sellers with respect to the matters described in Sections 5.1, 5.2, and 5.4 hereof;
(iii) a certificate of an officer of OVT with respect to the matters described in Sections 5.1 and 5.2 hereof;
(iv) a certificate of existence or a certificate of good standing; and
(v) such other evidence of the performance of all covenants and the satisfaction of all conditions required of Sellers by this Agreement at or prior to the Closing Date as Purchaser or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Sellers on the Closing Date shall be in form and substance reasonably satisfactory to Purchaser and its counsel.
(b) Purchaser shall deliver to Sellers the following:
(i) the Purchase Price, against delivery of a certificate or certificates evidencing all OVT Shares, duly endorsed for transfer. The Purchaser Shares to be issued to each Seller shall be registered in the name of each Seller;
(ii) a certificate of Purchaser with respect to the matters described in Sections 6.1;
(iii) a certificate of the Secretary of Purchaser with respect to the matters described in Section 6.2 hereof; and
(iv) such other evidence of the performance of all covenants and the satisfaction of all conditions required of Purchaser by this Agreement at or prior to the Closing Date as Sellers or its counsel may reasonably require. The documents and certificates to be delivered hereunder by or on behalf of Purchaser on the Closing Date shall be in form and substance reasonably satisfactory to Sellers and their counsel.
Deliveries at Closing. Seller shall have delivered, or caused to be delivered, to Buyer, the documents, properly executed and dated as of the Closing Date, required by Section 2.5(a).
Deliveries at Closing. (a) Pacific Rim shall deliver or cause to be delivered to Mach One at Closing:
(1) certificates representing all shares, or an amount of shares acceptable to Mach One, of the Pacific Rim Stock as described in Section 1, each endorsed in blank by the registered owner;
(2) an agreement from each Shareholder surrendering his or her shares agreeing to a restriction on the transfer of the Exchange Stock as described in Section 2 hereof;
(3) a copy of a consent of Pacific Rim’s board of directors authorizing Pacific Rim to take the necessary steps toward Closing the transaction described by this Agreement in the form set forth in Exhibit B;
(4) a copy of a Certificate of Good Standing for Pacific Rim issued not more than ten (10) days prior to Closing by the Republic of Mauritius;
(5) Articles of Incorporation and Bylaws of Pacific Rim certified as of the Closing Date by the President and Secretary of Pacific Rim;
(6) such other documents, instruments or certificates as shall be reasonably requested by Mach One or its counsel.
(b) Mach One shall deliver or cause to be delivered to Pacific Rim at Closing:
(1) a copy of a consent of Mach One’s board of directors authorizing Mach One to take the necessary steps toward Closing the transaction described by this Agreement in the form set forth in Exhibit C;
(2) a copy of a Certificate of Good Standing for Mach One issued not more than ten (10) days prior to Closing by the Secretary of State of Nevada;
(3) all of Mach One’s corporate records;
(4) stock certificate(s) or a computer listing from Mach One’s transfer agent representing the Exchange Stock to be newly issued together with the issuance of the Exchange Notes, by Mach One under this Agreement, which certificates and notes shall be in the names of the appropriate Pacific Rim Shareholders, each in the appropriate denomination as described in Section 2; and
(5) such other documents, instruments or certificates as shall be reasonably requested by Pacific Rim or its counsel.
Deliveries at Closing. (a) At the Closing, the Company shall deliver to each Standby Purchaser the following:
(i) A certificate or certificates representing the number of shares of Common Stock issued to such Standby Purchaser pursuant to Section 2 hereof; and
(ii) A certificate of an officer of the Company on its behalf to the effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material respects on and as of the Closing Date, with the same effect as if made on the Closing Date.
(b) At the Closing, each Standby Purchaser shall deliver to the Company the following:
(i) Payment of the Subscription Price of the Securities purchased by such Standby Purchaser, as set forth in Section 2(c) hereof; and
(ii) A certificate of such Standby Purchaser to the effect that the representations and warranties of such Standby Purchaser contained in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date.
